Filing Details

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Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0 shares

Shared Voting Power

5,009,219 shares (1)

Sole Dispositive Power

0 shares

Shared Dispositive Power

5,009,219 shares (1)

Accession Number:: 0001193125-20-067330
Form Type:: 13D Filing
Publication Date:: 2020-03-09 17:16:35

Filed By:: Frazier Life Sciences Ix, L.p.
Company:: Passage Bio Inc. (NASDAQ:PASG)
Filing Date:: 2020-03-09
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Frazier Life Sciences IX	5,009,219	5,009,219	5,009,219	10.9%
FHMLS IX	5,009,219	5,009,219	5,009,219	10.9%
FHMLS IX	5,009,219	5,009,219	5,009,219	10.9%
James N. Topper	5,009,219	5,009,219	5,009,219	10.9%
Patrick J. Heron	5,009,219	5,009,219	5,009,219	10.9%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Passage BIO, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

702712 100

(CUSIP Number)

Steve R. Bailey

Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

Telephone: (206) 621-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 3, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 702712 100


1.		Name of Reporting Persons. Frazier Life Sciences IX, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Consists of 5,009,219 shares of Common Stock held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P.

(2)	Based on 45,798,295 shares of Common Stock that were anticipated to be outstanding following the Issuers initial public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 28, 2020.

Page 2

CUSIP No. 702712 100


1.		Name of Reporting Persons. FHMLS IX, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 45,798,295 shares of Common Stock that were anticipated to be outstanding following the Issuers initial public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 28, 2020.

Page 3

CUSIP No. 702712 100


1.		Name of Reporting Persons. FHMLS IX, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

(2)	Based on 45,798,295 shares of Common Stock that were anticipated to be outstanding following the Issuers initial public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 28, 2020.

Page 4

CUSIP No. 702712 100


1.		Name of Reporting Persons. James N. Topper
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

(2)	Based on 45,798,295 shares of Common Stock that were anticipated to be outstanding following the Issuers initial public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 28, 2020.

Page 5

CUSIP No. 702712 100


1.		Name of Reporting Persons. Patrick J. Heron
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)

(2)	Based on 45,798,295 shares of Common Stock that were anticipated to be outstanding following the Issuers initial public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 28, 2020.

Page 6

CUSIP No. 702712 100

Item 1.

Security and Issuer.

This statement relates to the Common Stock of Passage BIO, Inc. (the Issuer), having its principal executive office at Two Commerce Square, 2001 Market Street, 28^th Floor, Philadelphia, PA 19103.

Item 2.

Identity and Background

(a)

Name:

The entities and persons filing this statement (collectively, the Reporting Persons) are:

Frazier Life Sciences IX, L.P. (FLS IX)

FHMLS IX, L.P.

FHMLS IX, L.L.C.

James N. Topper (Topper)

Patrick J. Heron (Heron and together with Topper, the Members)

(b)	Residence or Business Address:

The address of the principal place of business for each of the Reporting Persons is:

c/o Frazier Healthcare Partners

601 Union Street, Suite 3200

Seattle, WA 98101

(c)	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

FLS IX is a venture capital fund concentrating in life sciences and related fields. The sole business of FHMLS IX, L.P. is to serve as general partner of FLS IX. The sole business of FHMLS IX, L.L.C. is to serve as general partner of FHMLS IX, L.P. The principal business of the Members is to manage FLS IX, FHMLS IX, L.P., FHMLS IX, L.L.C. and a number of affiliated partnerships with similar businesses.

(d)	Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:

Page 7

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	Citizenship:


Entities:	FLS IX	-	Delaware, U.S.A.
	FHMLS IX, L.P.	-	Delaware, U.S.A.
	FHMLS IX, L.L.C.	-	Delaware, U.S.A.

Individuals:	Topper	-	United States Citizen
	Heron	-	United States Citizen

Item 3.

Source and Amount of Funds or Other Consideration

Prior to the Issuers initial public offering (the IPO), and after accounting for the 4.43316-1 reverse stock split that the Issuer effected on February 14, 2020, FLS IX purchased from the Issuer in a series of private transactions, 2,977,242 shares of the Issuers Series A-1 Preferred Stock, 1,049,175 shares of the Issuers Series A-2 Preferred Stock and 432,802 shares of the Issuers Series B Preferred Stock for an approximate aggregate purchase price of $30,471,203. Upon closing of the IPO, the shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock held by FLS IX automatically converted into shares of Common Stock of the Issuer on a 1-to-1 basis, resulting in FLS IX holding a total of 4,459,219 shares of Common Stock at such time. In addition, at the time of the IPO, FLS IX purchased an aggregate of 550,000 shares of Common Stock of the Issuer at the IPO price of $18.00 per share. FLS IX holds 5,009,219 shares of Common Stock of the Issueras of the date of this filing (the FLS Shares).

The working capital of FLS IX was the source of the funds for the purchase of the FLS Shares. No part of the purchase price of the FLS Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS Shares.

Item 4.

Purpose of Transaction

FLS IX acquired the FLS Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, FLS IX and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

Page 8

(f)

Any other material change in the Issuers business or corporate structure;

(g)

Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j)

Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act:

FLS IX is the record owners of the FLS Shares. As the sole general partner of FLS IX, FHMLS IX, L.P. may be deemed to beneficially own the FLS Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to beneficially own the FLS Shares. As members of FHMLS IX, L.L.C., each of the Members may be deemed to beneficially own the FLS Shares.

The percentage of outstanding shares of Common Stock of the Issuer, which may be deemed to be beneficially owned by each Reporting Person, is set forth on Line 13 of such Reporting Persons cover sheet. Such percentage was calculated based on the 45,798,295 shares of Common Stock that were anticipated to be outstanding following the Issuers IPO as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 28, 2020.

(b)

For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared:

Regarding the number of shares as to which such person has:

Sole power to vote or to direct the vote: See line 7 of cover sheets.

Shared power to vote or to direct the vote: See line 8 of cover sheets.

Sole power to dispose or to direct the disposition: See line 9 of cover sheets.

Shared power to dispose or to direct the disposition: See line 10 of cover sheets.

Page 9

(c)

Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a):

Information with respect to transactions in the Securities which were effected within the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by the Reporting Persons is set forth below.

FLS IX:

Date of

Transaction

Type of

Transaction

Quantity

Class of Stock

Price Per Share

(excluding

commissions)

03/03/2020

Purchase

550,000

Common Stock

$18.00

FHMLS IX, L.P.:

Date of

Transaction

Type of

Transaction

Quantity

Class of Stock

Price Per Share

(excluding

commissions)

N/A

FHMLS IX, L.L.C:

Date of

Transaction

Type of

Transaction

Quantity

Class of Stock

Price Per Share

(excluding

commissions)

N/A

Topper:

Date of

Transaction

Type of

Transaction

Quantity

Class of Stock

Price Per Share

(excluding

commissions)

N/A

Heron:

Date of

Transaction

Type of

Transaction

Quantity

Class of Stock

Price Per Share

(excluding

commissions)

N/A

(d)

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required:

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FLS Shares beneficially owned by any of the Reporting Persons.

Page 10

(e)

If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities:

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Lock-up Agreements

In connection with the IPO, FLS IX and Mr. Heron, along with all of the Issuers other directors, executive officers and the holders of substantially all of Issuers Common Stock agreed with the underwriters for the offering, subject to certain exceptions, not to dispose of or hedge any Common Stock or securities convertible into or exchangeable for Common Stock during the period from the date of the lock-up agreements continuing through August 25, 2020, except with the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC.

Investors Rights Agreement

Certain of the Reporting Persons and certain other stockholders of the Issuer entered into an Amended and Restated Investors Rights Agreement dated August 21, 2019 (the Investors Rights Agreement), with the Issuer. Under the Investors Rights Agreement, holders of registrable securities, including certain of the Reporting Persons, can demand that the Issuer file a registration statement or request that their registrable shares be included on a registration statement that the Issuer is otherwise filing, in either case, registering the resale of their shares of Common Stock. These registration rights are subject to conditions and limitations, including the right, in certain circumstances, of the underwriters of an offering to limit the number of shares included in such registration.

Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits


Exhibit A -		Agreement regarding filing of joint Schedule 13D.

Exhibit B -		Form of Lock-up Agreement.

Exhibit C -		Amended and Restated Investors Rights Agreement.

Page 11

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 9, 2020	FRAZIER LIFE SCIENCES IX, L.P.
	By FHMLS IX, L.P., its general partner
	By FHMLS IX, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: March 9, 2020	FHMLS IX, L.P.
	By FHMLS IX, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: March 9, 2020	FHMLS IX, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: March 9, 2020	By:	*
		James Topper

Date: March 9, 2020	By:	*
		Patrick Heron

Date: March 9, 2020	*By:	/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017.

Page 12

Exhibit Index


Exhibit A -		Agreement regarding filing of joint Schedule 13D.

Exhibit B -		Form of Lock-up Agreement (incorporated by reference to Exhibit D to that certain Underwriting Agreement between the Issuer and the Underwriters (as defined therein) filed as Exhibit 1.1 to the Issuers Registration Statement on Form S-1/A filed with the Commission on February 18, 2020).

Exhibit C -		Amended and Restated Investors Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuers Registration Statement on Form S-1 filed with the Commission on February 3, 2020).

Page 13